By Brazil Stock Guide – By Brazil Stock Guide – Petrobras (B3: PETR3, PETR4; NYSE: PBR) said it will monitor developments and assess whether to exercise its pre-emptive and tag-along rights in Braskem (B3: BRKM3, BRKM5, BRKM6; NYSE: BAK), following a potential transaction involving shares held by NSP Investimentos, a Novonor-controlled vehicle.
In a statement released this week, Petrobras said those rights are provided for under Braskem’s current shareholders’ agreement and apply in specific scenarios involving the transfer of NSP’s stake. The company said it will analyze the terms and conditions of the potential transaction and, if applicable and at the appropriate time, decide whether or not to exercise those rights.
Petrobras also said it is evaluating the execution of a new shareholders’ agreement with the parties involved, taking into account the negotiations under way between Novonor and the credit fund leading the transaction. Any definitive decision, the company added, will follow its governance practices, internal procedures and required regulatory approvals, with the market to be informed in due course.
The clarification comes as investment firm IG4 holds a 60-day exclusivity period to restructure about R$ 20 billion (roughly $4 billion) in bank debt backed by Braskem shares, a process that could lead to a change of control at Brazil’s largest petrochemical producer and the exit of Novonor from governance.
Petrobras Chief Executive Officer Magda Chambriard reinforced that cautious stance in comments to Folha de S.Paulo, saying the company will not pursue “adventures” outside its strategic focus and will remain disciplined in capital allocation. According to the newspaper, Chambriard said Petrobras will respect the governance process set out in the shareholders’ agreement and will avoid rushed decisions that could add execution, financial or reputational risk.
Industry perspective
Brazil’s petrochemical sector emerged under a tripartite model in the 1960s and 1970s, combining domestic and foreign private capital with strong state involvement. That structure held until the mid-2000s, when Braskem, then led by the Odebrecht group—now Novonor—consolidated production of several key thermoplastic resins.
“What followed is well known: high leverage, external shocks, the Lava Jato investigation and controversial strategic decisions,” said João Zuneda, a partner at consultancy MaxiQuim. “The end result was the transfer of control to banks — the so-called Faria Lima, Brazil’s financial district and shorthand for its financial establishment — as a direct consequence of shareholder debt.”
Zuneda said the next phase remains uncertain. “For some, Braskem represents a failure of the industrial model; for others, a predictable outcome,” he said. “The real question now is whether this new phase will be marked by investment and strategic renewal or by asset sales and deleveraging.”
Braskem’s current ownership structure underscores what is at stake. Novonor holds 50.1% of the voting capital and 38.3% of total equity, while Petrobras owns 47.0% of voting shares and 36.1% of total capital. Minority shareholders account for the remaining 2.9% of voting rights and 25.5% of total equity.
Read more: Braskem Moves Toward Control Change With IG4-Advised Fund
EXCLUSIVE: IG4 Sets Braskem’s New Leadership as Control Transfer Nears
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